Silicon International Ore, LLC v. Monsanto Co.
155 Idaho 538
| Idaho | 2013Background
- SIO sues Monsanto and WGI for breach of an alleged verbal agreement and related claims arising from silica sand processing at Monsanto’s Idaho quarry.
- Monsanto and WGI had prior agreements: a First Quarzite Agreement (expired 2002) and a Master Agreement with SIO under which WGI would supply silica sand and process it for SIO.
- The Second Quarzite Agreement (2002) and Second Addendum adjusted price per ton and title passage, with WGI to provide enough sand for up to 25,000 tons/year.
- Master Agreement between WGI and SIO expired December 1, 2005; WGI continued sand supply through 2007.
- SIO filed suit December 31, 2009, alleging a verbal agreement supplementary to the Master Agreement; Monsanto and WGI moved for summary judgment in January 2011.
- Hart email from 2008, offering a generalized statement of mutual benefit, was excluded as inadmissible hearsay and was a central issue on summary judgment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Hart email should be admitted for summary judgment purposes | Hart email is best evidence of the verbal agreement | Email is not as probative as live testimony; hearsay | Email properly excluded; not admissible on summary judgment |
| Whether the verbal agreement is enforceable or barred by the statute of frauds | Verbal agreement exists and is enforceable if definite | Agreement is a contract for sale of goods over $500 and violates statute of frauds; vague/uncertain | Verbal agreement unenforceable under statute of frauds and due to vagueness/uncertainty |
| Whether SIO’s claims against Monsanto for breach and related theories survive | Verbal agreement breached; implied covenant breached; estoppel/quasi-estoppel apply | No enforceable contract; damages not provable; equitable estoppel/quasi-estoppel fail | All claims against Monsanto summarily judgment in favor of Monsanto affirmed; damages lacking; equitable estoppel/ quasi-estoppel rejected |
| Whether WGI is liable for tortious interference and implied covenant breach | WGI knew of verbal agreement; tortious interference possible; breach of covenant | Verbal agreement unenforceable; lack of knowledge or damages; damages not shown | Summary judgment for WGI affirmed; no viable tortious interference or damages evidence; damages lacking |
| Attorney fees on appeal | Prevailing parties awarded attorney fees on appeal under I.C. § 12-120(3) and Master Agreement terms |
Key Cases Cited
- Fox v. Mountain West Elec., Inc., 137 Idaho 703 ( Idaho Supreme Court 2002) (hybrid contracts; predominant thrust governs applicability of UCC)
- Lettunich v. Key Bank Nat’l Ass’n, 141 Idaho 362 ( Idaho Supreme Court 2005) (equitable estoppel requires complete agreement; vague terms preclude)
- Griffith v. Clear Lakes Trout Co., LLC, 143 Idaho 733 ( Idaho Supreme Court 2007) (vagueness/indefiniteness defeats enforceability of contracts)
- Dale’s Serv. Co., Inc. v. Jones, 96 Idaho 662 ( Idaho Supreme Court 1975) (indefiniteness and absence of essential terms void enforceability)
- Barlow v. Int’l Harvester Co., 95 Idaho 881 ( Idaho Supreme Court 1974) (voidable contract due to statute of frauds; tortious interference permissible with voidable contract)
- Commercial Ventures, Inc. v. Rex M. & Lynn Lea Family Trust, 145 Idaho 208 ( Idaho Supreme Court 2008) (contract need not be legally enforceable to support interference claim when not void ab initio)